SaaS Reseller Agreement Template

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[Reseller Company]

Name of the reseller's company

[Sender Company]

Name of the sender's company

[Effective Date]

effective date

yyyy

[Reseller Address]

Reseller Address

[Sender Company Address]

Address of the sender's company

[Territory]

Territory, e.g., “Singapore and Malaysia; Worldwide, excluding the United States and Canada;”

[Payment Currency]

Currency in which payments will be made

[Minimum Order Amount]

Minimum order amount

[Sender Company's Right to Change Prices]

Sender company's right to change prices

[Payment Due In Days]

Payment due in days

days

[Payment Mode]

Mode of Payment, one or more payment methods.
For example, Credit Card, Bank Transfer, Check, Cash, etc

[Initial Term In Years]

Initial Term In Years

year(s)

[Party with right to terminate for convenience]

Select which party should have the right to terminate this agreement for convenience.

[Notice period to terminate for convenience]

Notice period to terminate for convenience

day(s)

[Number of days to to remedy breach]

Number of days to to remedy breach

day(s)

[Duration of post-agreement confidentiality obligations]

Duration of post-agreement confidentiality obligations

year(s)

[Time period for the liability cap]

Time period for the liability cap, i.e. the interval immediately preceding the date on which the claim arose.

month(s)

[Governing Law]

The country or region whose laws will apply to this Agreement
(e.g., England and Wales; Germany; Ireland; or Delaware, United States;)

[Jurisdiction]

The city and country (or region) where legal disputes will be resolved
(e.g., London, United Kingdom; Munich, Germany; New York County, New York, USA; New Castle County, Delaware, USA;)

SaaS Reseller Agreement

This SaaS Reseller Agreement (hereinafter referred to as "Agreement") is entered and shall be effective as on [Effective Date] (hereinafter referred to as "Effective Date"),

By and Between

[Reseller Company] (hereinafter referred to as "Reseller"), having its place of business at [Reseller Company Address], and;

[Sender Company] (hereinafter referred to as "Company"), having its place of business at [Sender Company Address].

Hereinafter, the Company and the Reseller shall be collectively referred to as the "Parties" and individually as the "Party".

THEREFORE, the Parties agree to comply with the terms and conditions as proposed below:

TERMS OF THE AGREEMENT.

1. APPOINTMENT.

(a) The Company hereby appoints the Reseller as a non-exclusive, independent reseller of its SaaS products (hereinafter referred to as the "Products"). The Reseller is authorized to market, promote, and resell the Company's Products to end customers within the following territory: [Territory] (the "Territory").

(b) This Agreement does not grant the Reseller any exclusive rights, agency, franchise, or distribution arrangement, unless otherwise agreed in writing. The Company reserves the right to market and sell its Products directly or through other partners, both within and outside the Territory.

2. RESELLER RESPONSIBILITIES.

(a) Marketing and Sales. The Reseller shall make reasonable efforts to market, promote, and resell the Company's Products within the agreed Territory. The Reseller shall comply with any marketing guidelines or support procedures that the Company communicates from time to time. All promotional efforts must be professional and aligned with the Company's brand and reputation. The Reseller shall not engage in offline or retail sales (such as physical storefronts or kiosks) without the Company's prior written consent.

(b) Advertising and Brand Use. The Reseller shall use only approved advertising materials, trademarks, and product descriptions provided or approved by the Company. The Reseller must not make false, misleading, or unauthorized claims about the Company or its Products.

(c) Support and Customer Experience. The Reseller is expected to provide basic first-line customer support to its own customers. The Company will remain responsible for technical support and will provide the Reseller with necessary resources and instructions. The Reseller agrees to follow any reasonable Company support procedures.

(d) Exclusivity (If Applicable). If agreed in writing, the Company may appoint the Reseller as an exclusive reseller for a specific territory or product line. Unless such exclusivity is granted, this Agreement is non-exclusive, and the Reseller may not restrict the Company from appointing other resellers or selling directly.

3. COMPANY RESPONSIBILITIES.

During the Term of this Agreement, the Company shall:

(a) provide marketing support services and training programs to Reseller on a case-by-case basis.

(b) provide the Reseller with all relevant marketing and promotional materials as agreed with the Reseller to allow it to undertake the promotion activities as soon as reasonably practicable;

(c) inform the Reseller as soon as reasonably practicable if the Company suspends or ceases to supply any of the Products.

4. ORDERING AND DELIVERY.

(a) The Reseller may place orders for the Company's Products by email or through other methods approved by the Company. All orders are subject to acceptance by the Company. An order is considered accepted once the Company confirms it in writing or delivers access to the service.

(b) The Company shall not be obligated to accept any order from the Reseller in an amount less than [Currency] [Minimum Order Amount].

(c) All orders are subject to the terms of this Agreement. If any conflict arises between an order and this Agreement, the terms of this Agreement shall prevail. Any additional or conflicting terms proposed by the Reseller shall be considered invalid unless expressly approved in writing by the Company.

(d) Access to the Products shall be delivered electronically via login credentials or activation through the Company's cloud platform.

5. PAYMENT TERMS.

(a) Price Changes. The Company may update its pricing [Sender Company's Right to Change Prices] with written notice. Updated prices shall apply to future orders placed after the effective date of the change. Orders accepted before the change shall be invoiced at the previous rate.

(b) Invoices and Payment Terms. The Company will issue an invoice upon order confirmation or service delivery, as applicable. Unless otherwise agreed, payment is due within [Payment Due In Days] days of the invoice date. Late payments may be subject to interest or suspension of service at the Company's discretion.

(c) Taxes. The Reseller is responsible for all taxes, duties, or fees arising from the resale of the Products, except for taxes based on the Company's net income. If required by law, the Reseller shall provide valid tax exemption certificates.

(d) Currency and Payment Method. All payments shall be made in [Payment Currency] via [Payment Mode] approved by the Company.

6. TERM AND TERMINATION.

(a) Term. This Agreement shall begin on the Effective Date and remain in effect for an initial term of [Initial Term In Years] year(s) (the "Term"), unless terminated earlier in accordance with this Section. Upon expiration of the initial term, the Agreement shall automatically renew for successive one-year periods unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

(b) Termination for Convenience. [Party with right to terminate for convenience] may terminate this Agreement for any reason by providing at least [Notice period to terminate for convenience] days' prior written notice to the [Party with right to terminate for convenience].

(c) Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party:

(i) materially breaches any provision of this Agreement and fails to cure such breach within [Number of days to to remedy breach] day(s) after receiving written notice of the breach; or

(ii) becomes insolvent, files for bankruptcy, or ceases to operate in the ordinary course of business.

(i) All outstanding payments due to the Company shall become immediately payable;

(ii) The Reseller shall immediately cease representing itself as a reseller of the Company's Products and stop using any Company branding or materials;

(iii) Any surviving rights and obligations, including those related to confidentiality, intellectual property, and limitations of liability, shall remain in effect as specified in this Agreement.

(d) No Compensation for Termination. Neither Party shall be liable to the other for damages, loss of profits, or other compensation arising solely from the termination of this Agreement in accordance with its terms.

7. INTELLECTUAL PROPERTY.

(a) All intellectual property rights in and to the Company's Products, including any software, trademarks, logos, content, documentation, and related materials, are and shall remain the sole and exclusive property of the Company or its licensors. No rights are granted to the Reseller except as expressly stated in this Agreement.

(b) The Reseller shall not:

(i) modify, adapt, translate, or create derivative works based on the Company's Products;

(ii) reverse engineer, decompile, or attempt to access the source code of any Company software;

(iii) use the Company's trademarks or branding except as expressly authorized in writing;

(iv) claim ownership or authorship of any part of the Company's Products.

(c) Any suggestions, feedback, or improvements provided by the Reseller to the Company may be freely used by the Company without restriction or compensation, unless otherwise agreed in writing.

8. CONFIDENTIALITY.

(a) Definition. "Confidential Information" means any non-public, proprietary, or confidential information disclosed by either Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether in written, oral, or electronic form, including but not limited to technical data, product information, business plans, pricing, customer lists, financial data, and other materials marked or reasonably understood to be confidential.

(b) Obligations. The Receiving Party agrees to:

(i) keep all Confidential Information strictly confidential and use it only for purposes related to this Agreement;

(ii) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except to its employees or contractors who have a need to know and are bound by similar confidentiality obligations;

(iii) protect Confidential Information with the same level of care as it uses to protect its own confidential information, but not less than reasonable care.

(i) is or becomes publicly available through no fault of the Receiving Party;

(ii) is already known to the Receiving Party without restriction at the time of disclosure;

(iii) is lawfully disclosed by a third party without breach of any obligation;

(iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

(d) Duration. The obligations in this Section shall survive for a period of [Duration of post-agreement confidentiality obligations] year(s) following the termination or expiration of this Agreement.

(e) Legal Disclosure. If the Receiving Party is required by law or court order to disclose Confidential Information, it shall provide prompt written notice to the Disclosing Party and cooperate, where practicable, in seeking a protective order or other appropriate remedy.

9. LIMITATIONS OF LIABILITY.

(a) To the maximum extent permitted by law, neither Party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages of any kind, including but not limited to lost profits, revenue, or business opportunities, arising out of or related to this Agreement, even if advised of the possibility of such damages.

(b) Each Party's total cumulative liability for all claims arising out of or related to this Agreement, whether in contract, tort, or otherwise, shall not exceed the total amount paid or payable by the Reseller to the Company under this Agreement in the [Time period for the liability cap] months preceding the event giving rise to the claim.

(i) a Party's breach of its confidentiality obligations under Section 8;

(ii) either Party's willful misconduct or gross negligence;

(iii) the Reseller's obligation to pay fees due under this Agreement;

(iv) either Party's infringement or misappropriation of the other Party's intellectual property rights.

10. SEVERABILITY.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

11. NOTICES.

All notices or communications under this Agreement shall be in writing and delivered to the receiving Party by personal delivery, registered mail, recognized courier service, or email with delivery confirmation. Notices shall be deemed received upon actual delivery. Each Party may update its contact details for notice purposes by providing written notice to the other Party.

12. FORCE MAJEURE.

Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, government actions, labor disputes, internet or utility outages, or other events that make performance commercially impracticable.

13. ASSIGNABLITY.

Neither Party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party

14. GOVERNING LAW AND JURISDICTION.

This Agreement is governed by the laws of [Governing Law]. All disputes under this Agreement will be subject to the exclusive jurisdiction of the courts of [Jurisdiction].

15. RELATIONSHIP OF PARTIES.

The parties are independent businesses and not partners, principal and agent, or employer and employee, or in any other relationship of trust to each other.

16. ENTIRE AGREEMENT.

This Agreement, therefore, constitutes the agreement between the Parties concerning the matter of subject hereof and thus supersede all prior agreements, purchases, understandings, and negotiations, written or verbal, between the Parties.

ACCEPTANCE AND SIGNATURE.

IN WITNESS WHEREOF, the Parties agree to the terms and conditions set forth above as demonstrated by their signatures as follows:

[Reseller Company]

[Sender Company]

Name:

Signature:

Date:

Name:

Signature:

Date: